Although attention to feared stimuli is believed to play a role in exposure-based fear reduction, investigations have yielded inconsistent results. The proposed study will test several hypotheses derived from the Emotional Processing Model (Foa & Kozak, 1986) to clarify the role of attention in the process of fear reduction. Support for these hypotheses would challenge stimulus-response models, and reveal optimal conditions for changing cognitive representations of fear. Eighth spider-fearful participants will undergo a pretest assessment which will include cognitive, behavioral, and physiological measures, then complete a 40-min exposure session in one of four experimental conditions. Each participant will focus visually on either a fear- relevant (tarantula) or irrelevant (plant) stimulus, while also focusing cognitively on either of these stimuli. The exposure session will be followed by posttest and follow-up assessments. Data will be analyzed with MANOVA and polynomial regression. The proposed study will extend the existing literature on fear and attention, and will have important implications for research, theory, and practice.